exv10w17






Exhibit 10.17




	 	 	 
	

	 	901 South MoPac Expy.

Building Four, Suite 250

Austin, Texas 78746

Phone 512.328.5600

Fax 512.330.0688

transwestern.net






May 11, 2007




Rules Based Medicine, Inc.

Patrick McClan 
3300 Duval Road,
Suite 110 
Austin, TX 78759




RE:     Stonecreek Park




Dear Mr. McClan:



Enclosed please find a fully executed original First Amendment to Lease for Rules Based
Medicine’s expansion.



Should you have any questions, please don’t hesitate to contact us.




Sincerely,






Leita Stewart 
Assistant Property
Manager




The Performance Advantage in Real Estate




 









 





FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN

STAG INVESTORS 2000, LTD., A TEXAS LIMITED PARTNERSHIP, AS LANDLORD, AND
 RULES
BASED MEDICINE, INC., AS TENANT





To be attached to and form a part of Lease made the 19TH day of
March, 2003 (which together with any amendments, modifications and
extensions thereof, is hereinafter called the “Lease”), between STAG
Investors 2000, Ltd., a Texas limited partnership* (“Landlord”) and
Rules Based Medicine, Inc. (“Tenant”), covering a total of
approximately 6,507 square feet (“Original Space”) and located at
3300 Duval Road, Austin, Texas, known as Stonecreek Park.





 




			
	*,	 	predecessor-in-interest to CFO2 Austin, LLC





     WITNESSETH, THAT:



          WHEREAS, the parties hereby acknowledge that, by execution of the Assignment and Assumption
Agreement of Lease (the “Agreement”) dated July 1, 2004 between Tenant and The Foundation for a
Healthier World (Assignor), Tenant was assigned the rights, obligations and interests of Assignor
in and to approximately 999 square feet of space previously shared by Assignor and Tenant and
leased by Assignor as depicted in Exhibit “A” to the Lease, and that such Agreement increased
Tenant’s Premises to 7,506 square feet.




          WHEREAS, Tenant wishes to extend its Lease of the Premises of 7,506 square feet for a further
term of sixty (60) months.




          WHEREAS, Tenant needs additional space for its business purposes and Landlord has available an
area adjacent hereto.




     NOW, THEREFORE, in consideration of the premises. Landlord and Tenant covenant and agree as
follows:



     1. Effective on the “Expansion Space Start Date”, the Premises shall contain, in addition
to the
7,506 square feet originally demised, hereinafter called the “Original Space”, an additional area,
hereinafter called the “Expansion Space”, containing approximately 1,056 square feet adjacent
thereto (see Exhibit “A” attached hereto), thus making the aggregate area of the demised premises
approximately 8,562 square feet.



     The “Expansion Space Start Date” shall be the earlier of (i) September 1, 2007, or (ii) the
date that the Tenant Improvements to the Expansion Space are completed such that Tenant is able to
move into and legally transact its normal business operations in the Expansion Space. The September
1, 2007 date set forth above is based on Landlord’s approval of Tenant’s plans and specifications
within five (5) business days following delivery of such plans to Landlord. Such date shall be
extended by one (1) day for each day that Landlord’s review and approval period exceeds five (5)
business days.



     2. Effective June 1, 2007, the monthly Base Rent shall be as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Monthly	 	 	 	 	 	 	 	 
	 	 	Base Rent	 	Annual	 	Monthly Base	 	 	 	 
	 	 	for the	 	Base Rent	 	Rent for the	 	Total Square	 	Total
	 	 	Original	 	Per Square	 	Expansion	 	Footage	 	Monthly
	Term	 	Space	 	Foot	 	Space	 	Leased	 	Base Rent
	June 1, 2007 - August
31 , 2007
	 	$	10,008.00	 	 	$	16.00	 	 	$	0	 	 	7,506 SF	 	$	10,008.00	 
	September 1, 2007 - May
31, 2008
	 	$	10,008.00	 	 	$	16,00	 	 	$	1,408,00	 	 	8,562 SF	 	$	11,416,00	 
	June 1, 2008 - May 31, 2009
	 	$	10,320.75	 	 	$	16.50	 	 	$	1,452.00	 	 	8,562 SF	 	$	11,772.75	 







 









 








FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN

STAG INVESTORS 2000, LTD., A TEXAS LIMITED PARTNERSHIP, AS LANDLORD, AND

RULES BASED MEDICINE, INC., AS TENANT





To be attached to and form a part of Lease made the 19TH

day of March, 2003 (which together with any amendments,
modifications and extensions thereof, is hereinafter called the
“Lease”), between STAG Investors 2000, Ltd., a Texas limited
partnership (“Landlord”) and Rules Based Medicine, Inc. (“Tenant”),
covering a total of approximately 6,507 square feet (“Original
Space”) and located at 3300 Duval Road, Austin, Texas, known as
Stonecreek Park.



     WITNESSETH, THAT:



          WHEREAS, the parties hereby acknowledge that, by execution of the Assignment and Assumption
Agreement of Lease (the “Agreement”) dated July 1, 2004 between Tenant and The Foundation for a
Healthier World (Assignor), Tenant was assigned the rights, obligations and interests of Assignor
in and to approximately 999 square feet of space previously shared by Assignor and Tenant and
leased by Assignor as depicted in Exhibit “A” to the Lease, and that such Agreement increased
Tenant’s Premises to 7,506 square feet.




          WHEREAS, Tenant wishes to extend its Lease of the Premises of 7,506 square feet for a further
term of sixty (60) months.




          WHEREAS, Tenant needs additional space for its business purposes and Landlord has available an
area adjacent hereto.




     NOW, THEREFORE, in consideration of the premises, Landlord and Tenant covenant and agree as
follows:



     1. Effective on the “Expansion Space Start Date”, the Premises shall contain, in addition to
the 7,506 square feet originally demised, hereinafter called the “Original Space”, an additional
area, hereinafter called the “Expansion Space”, containing approximately 1,056 square feet adjacent
thereto (see Exhibit “A” attached hereto), thus making the aggregate area of the demised premises
approximately 8,562 square feet.



     The “Expansion Space Start Date” shall be the earlier of (i) September 1, 2007, or (ii) the
date that the Tenant Improvements to the Expansion Space are completed such that Tenant is able to
move into and legally transact its normal business operations in the Expansion Space. The September
1, 2007 date set forth above is based on Landlord’s approval of Tenant’s plans and specifications
within five (5) business days following delivery of such plans to Landlord. Such date shall be
extended by one (1) day for each day that Landlord’s review and approval period exceeds five (5)
business days.



     2. Effective June 1, 2007, the monthly Base Rent shall be as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Monthly	 	 	 	 	 	 	 	 
	 	 	Base Rent	 	Annual	 	Monthly Base	 	 	 	 
	 	 	for the	 	Base Rent	 	Rent for the	 	Total Square	 	Total
	 	 	Original	 	Per Square	 	Expansion	 	Footage	 	Monthly
	Term	 	Space	 	Foot	 	Space	 	Leased	 	Base Rent
	June 1, 2007 - August
31, 2007
	 	$	10,008.00	 	 	$	16.00	 	 	$	0	 	 	7,506 SF	 	$	10,008.00	 
	September 1, 2007 - May 31, 2008
	 	$	10,008.00	 	 	$	16.00	 	 	$	1,408.00	 	 	8,562 SF	 	$	11,416.00	 
	June 1, 2008 - May 31, 2009
	 	$	10,320.75	 	 	$	16.50	 	 	$	1,452.00	 	 	8,562 SF	 	$	11,772.75	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Monthly	 	 	 	 	 	 	 	 
	 	 	Base Rent	 	Annual	 	Monthly Base	 	 	 	 
	 	 	for the	 	Base Rent	 	Rent for the	 	Total Square	 	Total
	 	 	Original	 	Per Square	 	Expansion	 	Footage	 	Monthly
	Term	 	Space	 	Foot	 	Space	 	Leased	 	Base Rent
	June 1, 2009 – May 31, 2010
	 	$	10,633.50	 	 	$	17.00	 	 	$	1,496.00	 	 	8,562 SF	 	$	12,129.50	 
	June 1, 2010 – May 31, 2011
	 	$	10,946.25	 	 	$	17.50	 	 	$	1,540.00	 	 	8,562 SF	 	$	12,486.25	 
	June 1, 2011 – May 31, 2012
	 	$	11,259.00	 	 	$	18.00	 	 	$	1,584.00	 	 	8,562 SF	 	$	12,843.00	 





Plus property taxes, common area maintenance, management fees, and insurance as provided in the
Lease, payable on the first day of each month during the balance of the term.




          3. Tenant shall have access to the Expansion Space upon (a) Landlord’s written approval of the
proposed improvements, and (b) full execution this Agreement. Landlord shall not be required to
notify Tenant of whether it consents to the improvements until it (a) has received plans and
specifications, prepared and stamped by a licensed architect, in a CAD disk format therefor which
are sufficiently detailed to allow construction of the work depicted thereon to be performed in a
good and workmanlike manner, and (b) has had a reasonable opportunity to review them. All
improvements must comply with Landlord’s standard specifications and all applicable governmental
regulations. Landlord’s approval of any plans and specifications shall not be a representation that
the plans or the work depicted thereon will comply with law or be adequate for any purpose, but
shall merely be Landlord’s consent to performance of the work. Upon completion of the work, Tenant
shall deliver to Landlord accurate, reproducible as-built plans therefor in a CAD disk format.




          4. Landlord shall provide a Tenant Finish Allowance (the “Allowance”) for the Expansion Space
of Fifty Thousand and 00/100 Dollars ($50,000.00) to be applied toward interior improvements,
construction documents, architecture, engineering, security, telecommunications, or any other
actual costs incurred by Tenant to modify the Expansion Space for its use. Tenant shall bear the
entire cost of any improvements to be installed in the Premises or Common Areas of the Building for
the benefit of Tenant, to the extent that such cost exceeds the finish-out allowance of $50,000.00,
and shall pay for such excess over the Allowance as hereinafter provided. In the event that the
estimated cost of interior improvements, including architectural fees, and construction management
fees to Landlord’s construction manager of three percent (3%) of construction costs, exceeds the
Allowance, Tenant shall pay to Landlord (assuming Landlord’s approval of the working drawings
referred to herein) prior to commencement of such construction, an advance payment equal to
one-half (1/2) of the amount of such excess over the Allowance as reasonably estimated by Landlord.
Notwithstanding any provision contained herein to the contrary, it is understood and agreed that
Landlord shall have no obligation to commence installation of any interior improvements until (a)
Tenant shall have furnished to Landlord and Landlord shall have approved the final working drawings
as required by the provision hereof, (b) Landlord shall have received Tenant’s advance payment
(described above) for the amount of the cost of improvements in excess of the Allowance and (c)
Landlord and Tenant shall have approved the total cost of any change order. Upon Substantial
Completion of the installation of the interior improvements and prior to occupancy by Tenant,
Tenant shall pay Landlord the remainder of the actual amount of the excess cost incurred over the
Allowance.




     Tenant may engage Landlord’s construction manager, including administration, for a total fee
of three percent (3%) of the construction costs. In the event Tenant elects not to use Landlord as
construction manager, Tenant shall pay Landlord an administration fee equal to one percent (1%) of
construction costs. Bids shall be accepted from general contractors mutually acceptable to
Landlord and Tenant.



     All improvements must comply with Landlord’s standard specifications and all applicable
governmental regulations. Prior to beginning construction of any such improvements, Tenant shall
submit architectural drawings of the proposed improvements to Landlord and shall obtain Landlord’s
written consent to begin construction.



     5. Tenant shall continue to have the right to renew the term for an additional forty-eight
(48)
months in accordance with the provisions of the Extension Option paragraph of Exhibit B to the
Lease.




 









 







Except as herein and hereby modified and amended the Agreement of Lease shall remain in full force
and effect and all the terms, provisions, covenants and conditions thereof are hereby ratified and
confirmed.




DATED AS OF THE 30th DAY OF April, 2007.




	 	 	 	 	 	 	 
	 	 	Landlord:	 	 
	 
	 	 	 	 	 	 
	 	 	STAG INVESTORS 2000, LTD.,	 	 
	 	 	A TEXAS LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Stone C-7, Ltd., a Texas limited partnership, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	WITNESS:	 	ORI, Inc., its general partner:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Tenant:	 	 
	 
	 	 	 	 	 	 
	 	 	RULES BASED MEDICINE, INC.:	 	 
	WITNESS:
	 	 	 	 	 	 
	 	 	/s/ Patrick S. McClain	 	 
	 	 	 	 	 
	 

	 	By:
	 	 Patrick S. McClain	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	VP & CFO	 	 







 









 








EXHIBIT “A”




 









 








Exhibit A









 









 




Except as herein and hereby modified and amended the Agreement of Lease shall remain in full force
and effect and all the terms, provisions, covenants and conditions thereof are hereby ratified and
confirmed.




DATED AS OF THE 30th DAY OF April, 2007.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Landlord: ** See below.	 	 
	 
	 	 	 	 	 	 
	 	 	Tenant:	 	 
	 
	 	 	 	 	 	 
	 	 	RULES BASED MEDICINE, INC.:	 	 
	WITNESS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Patrick S. McClain	 	 
	 	 	 	 	 
	 

	 	By:
	 	Patrick S. McClain	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	VP & CFO	 	 
	 
	 	 	 	 	 	 
	 	 	Landlord:	 	 
	 
	 	 	 	 	 	 
	 	 	CFO2 Austin, LLC, a Delaware limited liability company	 	 
	WITNESS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Kellie
Jenks

	 	By:
	 	/s/ Joanne M. Johnson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Joanne M. Johnson, Vice President